Vladimir Frankfurt v. Mega Entertainment Group Ii, LLC

United States Court of Appeals
For the Seventh Circuit
Chicago, Illinois 60604
Submitted February 26, 2024*
Decided February 26, 2024
Before
DIANE S. SYKES, Chief Judge
FRANK H. EASTERBROOK, Circuit Judge
AMY J. ST. EVE, Circuit Judge
No. 22-3189
VLADIMIR FRANKFURT,
Plaintiff-Appellant,
v.
MEGA ENTERTAINMENT GROUP II,
LLC, et al.,
Defendants-Appellees.
Appeal from the United States District
Court for the Northern District of
Illinois, Eastern Division.
No. 15 C 667
Matthew F. Kennelly,
Judge.
O R D E R
Under a settlement agreement, Vladimir Frankfurt agreed to have the district
judge dismiss his suit in exchange for payments from defendants. He has received and
retained those payments, but he appeals the dismissal of his suit nonetheless. Because
* We have agreed to decide the case without oral argument because the briefs and
record adequately present the facts and legal arguments, and oral argument would not
significantly aid the court. F ED. R. A PP . P. 34(a)(2)(C).
NONPRECEDENTIAL DISPOSITION
To be cited only in accordance with F ED. R. APP . P. 32.1

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No. 22-3189 Page 2
he has not offered to return his settlement payment, and the district judge did not abuse
his discretion in deciding to enforce the settlement agreement, we affirm.
Frankfurt sued parties he accused of breaching a contract and violating securities
laws. He obtained default judgments against two defendants and entered settlement
negotiations with the remaining parties. At the end of a settlement conference before a
magistrate judge, Frankfurt agreed to receive $38,000, paid in $1,000 monthly
installments, in exchange for dismissing all claims against those parties. As reflected in
a transcript of the proceedings, Frankfurt confirmed that he understood the terms, that
they were binding, and that he could not change them after he left the courtroom. The
magistrate judge allowed the parties to draft and sign a conforming written agreement.
Frankfurt then filed an unsuccessful motion asserting that he did not understand
the settlement agreement and wanted to renegotiate it. He stated that English is his
second language, and he needed a translator for spoken exchanges. He also refused to
sign the written settlement agreement. In denying the motion, the judge ruled that the
parties had reached a binding oral agreement, explained that Frankfurt’s refusal to sign
the matching, written version was unreasonable, and memorialized the agreement by
describing its terms. The judge then dismissed the case without prejudice, adding that
dismissal would be with prejudice once the defendants paid the full sum. Frankfurt
moved to reinstate his case, reiterating that he struggles to understand spoken English
and misunderstood the settlement negotiations. The district judge denied relief, stating
that Frankfurt had no basis to reinstate the case and merely rehashed failed arguments.
The judge acknowledged Frankfurt’s asserted difficulty with English. But, the judge
continued, “during court hearings,” which included the English-based settlement
conference where Frankfurt confirmed that he understood the settlement’s terms, “the
Court has endeavored to make sure that Mr. Frankfurt understands what is being said
and has not noted any occasion in which he did not understand.” Thus, the judge
concluded, Frankfurt knowingly and voluntarily settled his case.
Meanwhile, Frankfurt continued to receive and deposit his monthly checks from
the defendants. Payments briefly paused in the spring of 2021, and Frankfurt moved to
enforce the settlement. The judge held a hearing and confirmed that payments resumed
in accordance with the agreement. A year later, the district judge found that the
defendants had paid the settlement in full and dismissed the case with prejudice.
On appeal, Frankfurt asks us to vacate the dismissal of his lawsuit and order the
district judge to hold a new settlement conference with the aid of a translator. He
maintains that the settlement agreement is invalid because his difficulty with

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No. 22-3189 Page 3
understanding spoken English prevented him from knowingly assenting to it. We
review for clear error the district judge’s factual findings, see Platinum Tech., Inc. v. Fed.
Ins. Co., 282 F.3d 927, 930–31 (7th Cir. 2002), de novo his conclusion that the parties
settled, see Beverly v. Abbott Lab'ys, 817 F.3d 328, 332 (7th Cir. 2016), and for abuse of
discretion the decision to enforce the settlement by dismissing the case. See id.
The parties entered into a binding settlement agreement. Under Illinois law,
which no one disputes applies here, a valid settlement agreement requires mutual
assent to material, ascertainable terms. Id. at 333. The district judge had ample basis to
find such assent here: At the settlement conference, Frankfurt stated on the record that
he would accept from the defendants $1,000 monthly payments, up to a total of $38,000,
in exchange for dismissing his claims against them. Because the transcript’s discussion
of these terms reflects ascertainable obligations and mutual agreement, the district
judge appropriately ruled that the parties entered into a binding agreement. Id.
We will not disturb that settlement agreement for two reasons. First, Frankfurt
has received the settlement payments and, before a court will consider unwinding a
settlement agreement, a plaintiff must first return or offer to return the consideration he
received for settling claims. See Fleming v. U.S. Postal Serv. AMF O’Hare, 27 F.3d 259, 260
(7th Cir. 1994); see also Hampton v. Ford Motor Co., 561 F.3d 709, 717 (7th Cir. 2009). The
district judge found that Frankfurt received his settlement amount in full, and, because
Frankfurt does not dispute receiving and keeping the payments, this conclusion is not
clearly erroneous. Frankfurt’s retention of the settlement money is by itself a sufficient
ground for affirming. Hampton, 561 F.3d at 717.
Second, even if Frankfurt had offered to return the payments, the judge properly
enforced the settlement and dismissed the case. The judge acknowledged Frankfurt’s
concerns about English but reasonably found that, based on his own observations of
Frankfurt’s oral statements, Frankfurt knowingly accepted the settlement’s terms. And
according to the transcript of the settlement conference, Frankfurt confirmed—without
reservation—that he understood the terms of the agreement and that the terms were
binding. Finally, Frankfurt ratified the settlement’s enforceability when he successfully
moved to enforce the agreement. Thus, the district judge did not abuse his discretion by
enforcing the agreement’s terms, including the stipulation that the judge would dismiss
the suit with prejudice once the defendants made, as they have, all settlement
payments. See Beverly, 817 F.3d at 332–33; F ED. R. C IV. P. 41(a)(1)(B).

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No. 22-3189 Page 4
Finally, in their brief the appellees request permission to file a motion for Rule 38
sanctions against Frankfurt for filing a frivolous appeal, but including this request in
their brief is not proper under Rule 38 of the Federal Rules of Appellate Procedure.
AFFIRMED

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